


Little Spider

by silmarilz1701



Category: The Avengers (Marvel) - All Media Types
Genre: Black Widow Program, Femme Fatale, Gen, KGB, Red Room
Language: English
Status: In-Progress
Published: 2014-06-26
Updated: 2014-07-09
Packaged: 2018-02-06 07:39:04
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 12
Words: 12,981
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1849876
Author URL: https://archiveofourown.org/users/silmarilz1701/pseuds/silmarilz1701
Summary: <blockquote class="userstuff">
              <p>Natasha was never the only Black Widow. Yelena Belova, the current Red Room Black Widow agent, is thrust into the thick of things, desperate to prove herself to the organization and bring glory to Mother Russia. But what happens when she crosses paths with her sworn rival in SHIELD, especially once secrets are revealed and she realizes that not everything is as simple as it seems.</p>
            </blockquote>





	1. The Little Spider

**Author's Note:**

> A/N: I'm so grateful that you've decided to check out this story! I spend a lot of time sifting through lists and lists of Marvel comic characters for my other fanfic, The Changeling, and sometimes I stumble upon fascinating ones. So it was that I came upon Yelena Belova, the second Black Widow, and I couldn't resist giving her her own fanfic. I do intend to include the Avengers as a main force, of course, but the primary focus will be on Belova. Expect updates about twice a week, when I can.
> 
>  
> 
> Check out the trailer for Little Spider on youtube, titled Little Spider {Avengers Fanfiction}
> 
> Love you all!
> 
> DISCLAIMER: I own nothing associated with Marvel, be it from the Cinematic Universe, or the Comic Universes

"She's coming around."

"Dim the lights, we don't want her blinded."

"Shhhh, keep quiet!"

The doctors circled around the operating table, intent on getting a glimpse of the woman when she was fully conscious. On the table there was indeed a young woman, with wavy blonde hair and pale skin. Her cheeks began to flush red as the anesthesia wore off and she came to.

"Name," the head doctor demanded as her eyes flashed open, "rank?"

"Name: Belova, Yelena. Rank, Black Widow."

Her soft Russian accent floated through the room as she began to sit up. The other doctors backed away from her to give her room to breathe. Yelena closed her eyes and took a deep breath, before exhaling softly and opening her eyes once more.

"Do you remember everything?"

"Da."

"Good. This was your final transfusion, as you know. All you need now is to pass the final evaluations, and you will become a full Black Widow."

Yelena nodded and hopped off the bed, wrapping herself in the medical blanket. She had on the basics, but she felt more comfortable covered up. Two security guards, one in front and one behind, escorted her to her quarters.

Today had been her last injection of super serum. The Red Room had never been able to quite match the potency of Erskine's original formula, but their version had benefits nonetheless. Yelena was stronger, faster, more agile, and would live longer than an average female. And she could serve her country to the best of her abilities.

She thought about the legacy she was following. The original Black Widow, Natasha Romanoff, had been a huge asset to the Red Room. She had completed dozens and dozens of missions in the United States, but then, she'd quit.

Yelena snorted. One didn't just quit the Red Room. But at the time, the Red Room had been in no shape to object: SHIELD had drastically damaged the organization, to the point where the Black Widow program was shut down. It was only recently, relatively, that the program had been reactivated. Yelena had waited nearly 20 years, ten of those without training as they rebuilt the program, to become a Black Widow. And she finally was.

Well, almost. She recalled what Dr. Denisovich had told her. She still had to pass the final examination. Her final test scores would be evaluated to see whether or not she had high enough marks to be placed as a sleeper agent in the United States. Then she could finally finish the tasks that Agent Romanoff had started.

Yelena hated Romanoff. The woman had gone against everything Yelena believed in. She had abandoned the Red Room, abandoned her mother Russia. She was a traitor.

She'd met Natasha only once before, when Yelena had just joined the Red Room program. She remembered watching through an observation window at a young woman's final evaluation. Then, Yelena had been whisked away into some operating room and the rest was a blur.

Now that Yelena was back inside her quarters, she fished through her closet for some clothes. She slipped on a black tank top and loose black sweatpants. As she walked across her room, her eyes fell on the only personal memento she retained from her childhood.

It was a picture frame, and in it was a photo of a little girl, dancing ballet. She remembered that recital like it was yesterday; it was the last time she ever saw her mother. Soon after that, her mom had been killed in a car accident, and her dad hadn't been with them since birth. Her closest living relatives had been her aunt and uncle Yakolev. But soon after moving in, Yelena had realized they weren't good people.

So she'd run away. Before long she found herself approached by a member of the Red Room, and she agreed to join. Before their deaths, her parents had always been very patriotic, and Yelena guessed they'd like her to do such a thing. And she wanted it herself of course.

And so it was that since age seven, Yelena had been trained and treated for this very moment. Soon, she was sure, someone would send for her to perform her final evaluation. She would finally be recognized as a full Black Widow agent: the first since Romanoff.

Natasha Romanoff. It'd been three years since the ex-Red Room turned SHIELD agent had helped save the world after the extraterrestrial invasion of New York. Three years that the Red Room sat, seething, knowing that they were not yet strong enough to take out the traitorous asset. After all, they knew now where she lived: Stark- no, now Avengers Tower. But they simply weren't strong enough yet.

Until today, Yelena thought proudly. Today, she would make her country proud. She would score highly on the evaluation, pass with flying colors, and be assigned her first mission in America. Secretly she hoped it would be to assassinate Agent Romanoff.

"Agent Belova," came a knock at the door.

Yelena all but ran over and pulled it open, "Yes?"

"You are expected in the evaluation room in ten minutes."

Yelena smiled, "Of course."

She shut the door and changed her pants into something more form fitting, to make it easier to fight. She knew that the Red Room would be throwing everything they had at her, and she intended to be ready. Ready for anything. Then, she headed to the evaluation room.

The exam took about thirty minutes. There were all different tests- throwing weapons like daggers and her use of projectile weapons like pistols was checked first. Then, speed and reflexes. Finally they sent in wave after wave of men, all intent on killing her. Or at least trying to kill her. She did heal faster than the normal human as well.

In the end, however, Yelena Belova stood victorious surrounded by a pile of knocked out soldiers. She didn't smile (the Red Room didn't really like smiling), but merely faced that windows and awaited her dismissal.

It came soon enough. With a nod of the head, Yelena left as quickly as she had arrived, containing her eagerness under a cool façade. She would find out the results later that night, she was sure. But she felt happy about her performance, and she was confident that she had passed.

Little did she know just how impressed her evaluators had been. Indeed, she had passed, and far beyond what they had initially expected. Yelena Belova's results were almost identical to that of Natasha Romanoff's of all those years ago, despite the fact that she hadn't been as strong a candidate going into the program.

The scientists, doctors, and trainers were all very pleased with the results. They called Yelena to them no more than an hour later.

"Agent Yelena Belova," said the head of the Red Room (No one knew his name- they kept it secret), "You have now achieved full Black Widow status. You will receive your first mission early tomorrow, so get some rest tonight. It is fair to say that it may be your last night in Russia for a long while."

"Thank you, sir. I embrace my new title with honor, and plan to use it to bring glory to mother Russia."

The leader gave a curt nod of dismissal and the entire room dispersed.


	2. Friends

**Notes for the Chapter:**

> Russian translations at the end

Yelena pulled her shirt down in an effort to feel more presentable as she stood outside the office of Ivan Petrovitch Bezukhov, the head of the Red Room. Or 2R, as it was nicknamed. She was awaiting her first assignment.

"You can come in now."

Yelena walked in, trying to feel confident. As she stood before the desk of a upper-middle aged man in a suit with a monocle, her confidence wavered.

"Agent Belova, you have been issued Black Widow status. From now on, you will be assigned to the United States as a sleeper agent. Your new identity is Irina Galinova. You are a twenty-five year old Russian exchange student who takes classes online with Yale University. You live in Chicago, Illinois. The rest of your profile is here," Yelena was handed an electronic pad with information on her new identity, "Your first mission is a simple one. You are to eliminate a public train in your city of Chicago. This is a terrorist ploy, pure and simple. We want the United States damaged psychologically. You must have this mission completed within three weeks."

"Yes sir," Yelena nodded.

"You depart tonight. Your equipment has already been packed. You will make contact with one of our liaisons in Chicago to get access to the explosives and arms."

"Yes sir."

"Dismissed," he nodded, "And, good luck Little Spider."

Yelena smirked and left the room with a slight head-bow. She navigated the way through the corridors back to her room to pack her small amount of personal effects and items. This time tomorrow she would be in Chicago. No longer would she be Yelena Belova, instead she would be Irina Galinova. She would be bringing glory to her country. Glory to the Red Room.

Yelena hummed a tune she recalled from her childhood, Tonkaya Ryabina. It was a slow, sweet, somewhat melancholy tune, but it meant a lot to her. Her mother used to sing it to her before bed as a lullaby. It always helped Yelena when she was feeling nervous.

Yelena went around her sparse room, and eventually she came to her photograph. She gave a little smile as she picked it up, blowing on it to get some of the dust off.

"I hope you are proud, mama," she whispered, "I hope you are proud of me, wherever you are."

With a sigh, she pushed the picture frame into her suitcase and zipped it up. She was ready to leave. All she had left to do was wait.

And so she decided to seek out her friend, mentor, advisor.

"Computer, locate Bucky Barnes," she asked.

A male voice replied, "Winter Soldier is in the mess."

Gathering up her stuff and placing it on her bed, Yelena walked out of the room. She'd changed into a white button down blouse and a khaki skirt with black heels, hoping to look like a business professional when she boarded the plane later that day. Making her way to the mess hall, she was lost in thought.

Finally she spotted Bucky at a table, eating lunch. Grabbing her own food, some cheese pizza and a soda, she slid into the table across from Bucky.

"Hey Lena," he grinned, "I heard you finally reached Widow status!"

"Ya, I've got my first assignment. A strike against a civilian train in Chicago, United States."

"Very good," he nodded, "I don't miss America. We were wrong. We were so wrong."

Yelena nodded, "Yes, this is true. America is evil, and it must be torn down. Russia must rise again."

"Mother Russia certainly is more deserving of world power," Bucky agreed with her, "So, have you any idea who your contact is in the states?"

"No," she shook her head, "I was told it would be made obvious to me. I only have the passcodes."

"The Red Room is very serious about security stuff," he observed, "but I'm sure you'll do wonderful as a full Widow agent. I trained you, after all."

"And you did a wonderful job," she grinned, "I just hope I do you proud."

"You will," he nodded, "Not like that сука, Romanova."

She sneered, "That сука deserves to rot in hell for her betrayal."

"One day, she will pay for her crimes against the Red Room, do not worry Little Spider."

She huffed, but nodded, "And I will gladly be the one to make her pay for her mistakes. I wish only for a chance to prove how much better than her I am. For we know that I am better. It is only a matter of demonstrating it."

"As long as you stay focused, clear your mind, and stay on task, you will eclipse her. Romanova is but a SHIELD puppet, easily beaten."

Yelena smiled, "The puppet will die a puppet's death."

"And I will do my best to make sure you are the one to grant her that," Bucky grinned.

"That is all I ask, товарищ**," Yelena nodded, placing her hand on his in sincerity, "For I cannot thank you enough for your help all these years, training me and believing in me when no one else would."

"I saw a greatness in you, Lena, which the others did not. And I still see that in you. You will do great things, before long. I can feel it."

"I wish only to do it to bring glory to the Red Room, and to Russia," Yelena insisted, "I seek nothing for myself."

"That is what all of us wish," Bucky nodded, "But it is alright to take a little credit for oneself, as well."

"I'd certainly never say no to a glass of vodka every now and then," Yelena laughed lightly.

"What time do you leave for America?"

"1900 hours."

"Before you leave, you must grant me a final drink," Bucky declared, sitting back.

"Of course," Yelena smiled, "Who knows how long it will be until we drink together again."

"Who can say," Bucky shrugged, "but I look forward to it. But I know you will be busy in America, busy doing tremendous things for the Red Room and Mother Russia. And I would never want you to remain here merely to learn more from me. I doubt there is more I could teach you!"

"Quit being so modest," Yelena insisted, "There is plenty for me still to learn."

"But you know enough to complete your mission. And that is all we can wish for."

"Ya," she agreed, "and for that, I have you to thank."

* сука (pronounced soo' ka) - bitch/traitor/whore

** товарищ (pronounced tah var' isch) - friend

**Notes for the Chapter:**

> * сука (pronounced soo' ka) - bitch/traitor/whore
> 
> ** товарищ (pronounced tah var' isch) - friend


	3. The First Mission

Yelena boarded the small plane that would transfer her to the larger airport in Moscow. With her was a smooth black briefcase and inside was her identification papers and various maps. Her wavy blonde hair was up in a loose bun and her makeup was subtle but fresh. She looked perfectly put together.

As it took off, she decided to take a nap. An hour or so later, she got off and transferred flights, before once more falling asleep. It wasn't until they landed in Chicago that everything began to sink in and she became jittery.

Getting off the plane and walking through to the airport was one of the most exciting but nerve-wracking moments of her life. Here she was, in America. Instantly she realized she'd have to watch her accent- a little one was acceptable, but she had to sound as if she belonged.

"Ms. Galinova?"

Yelena turned to look in the direction the question came from. She found herself looking at a short, middle-aged man with greying-brown hair and stubby features. He had a basic black suit and a red tie with a name tag. It read 'Mr. Aaron Rivetter.'

"Yes?"

"Did you receive the package we sent you," he asked, looking her directly in the eyes as if waiting for something.

She smiled, it was the passcode. This must be the man who she was told would be waiting for her when she got to Chicago. Now for the proper response.

"No, I'm afraid the box was never given to me."

He smiled, "Well then, I suppose you will have to come with me back to my place so I can get it for you again."

"Sounds good, Mr. Rivetter," she nodded, following him to where his car was parked outside.

The car ride was silent as neither spoke. Yelena was unsure as to who this man was, really. She hadn't been briefed on him back in Russia, but was merely told that he would direct her on her first mission.

When the car finally pulled to a stop, it was before a large, comfortable looking house on a hill overlooking Chicago proper. They were in a suburb, but within a close enough distance to the inner city so as not to cause an inconvenience. Mr Rivetter opened up her car door for Yelena and ushered her forward up the steps to the front door.

"I will answer all your questions once we get inside."

With the door unlocked, Yelena pushed it open and trotted inside, taking a moment to look around at the house. It was open and airy, with beautiful wooden floors and high ceilings. A staircase ran up to an upper loft area. Yelena was stunned- she'd never seen anything like this type of house. She was used to shacks and townhouses, and jail-cell like quarters.

"Ms. Belova, I am Aaron Rivetter, the Red Room's liaison in Chicago," he quickly began, taking her briefcase and coat and stowing them in the hall closet, "Please, follow me. We have much to discuss. The train you will be sabotaging makes its runs every morning, but the sooner we accomplish your mission, the better."

Aaron led her further into the house until they entered a kitchen/dining area. He asked her to take a seat at the table and he took a seat across from her.

"A few things you must know before anything else goes on. Downstairs and to the right is a false wall- remove the red and black book from the bookshelf and there is a tiny button on the wall. Press that and the panel will slide open. It leads to a small staircase down into a safehouse. There's where all the weapons, ammunition, explosives, and fake IDs are stored. It's also got a transponder and radio for help in case you are ever forced into hiding."

Yelena nodded, keeping up with the man's quick pace with ease.

"There is a back entrance to my house to which I will give you a key. This way you have easy access into my home so you can use the hideout whenever necessary. Keep in mind that every time you enter the hidden area, the security cameras are active and it records your identity. So don't try anything."

"Why would I ever do that," she asked innocently.

He raised an eyebrow skeptically before continuing, "I have arranged for you to live in an apartment not far into the city, but with enough ease of access to all public transportation systems and key target areas. I suggest you familiar yourself with the area around your house before attempting the first sabotage mission. Do not rush the job- but do keep in mind that we are on a time constraint."

"May I have a look at the supplies," she asked.

He nodded, "I'll show you how to get inside."

They rose from the table and Yelena followed Rivetter down the stairs and to a side wall with a large bookcase. He removed a book with a black and red cover to reveal an almost unnoticeable button on the back wall. Pressing it, replacing the book, and standing back, he and Yelena watched as a false wall panel moved to reveal a door.

Rivetter opened the metal door and gestured for Yelena to proceed ahead. He followed her, closing the door and re-applying the false panel via a different button on the other side of the wall. Soon Yelena came into a large, sterile room with rows of guns, bullets, daggers, communication devices, and other tools that any respectable spy or secret agent would have. On one side of the room was a glace case with explosives inside. She went over to it and examined the types of chemicals.

"I suggest using C4 for the train job," Aaron told her, coming up behind Yelena, "Not easily traceable and simple enough for a determined criminal to get their hands on. Won't suggest outside interference, either, as its attainable in the States."

"Good thinking," Yelena complimented him, "I shall come by in a few days to pick up the proper amount. See that it is ready."

"Of course," he agreed, "And do check out the train before you attempt to blow it up, there's a good girl."

She glared at him but he merely laughed good-naturedly, "I'm only kidding. Boy, you are a touchy one, aren't you?!"

"I will make sure to familiarize myself with the job beforehand," she deadpanned.

"Then are we done here," he asked, gesturing towards the door, "Because I think we're done here."

Yelena spent the next several days wandering around Chicago, taking in the sights. She needed to be sure she chose just the right moment and location for the sabotage to take place. There needed to be maximum casualties but limited chance that she would be implicated.

In the end, she decided the best location would be right after the train left one of the tunnels. She would plant the explosives on the track at night when it was dark, retreat to a nearby rooftop with the trigger, and wait. It would be a simple enough job.

And now that it was Wednesday night, it was time. She had gotten the C4 from Aaron that morning and now was ready to plant it.

Yelena had mapped out where the security cameras were placed so she knew how to approach the tracks without being caught on tape. Once there, it was simply a matter of planting the explosives and back tracking. One advantage to C4 was how moldable it was- she could stick it into all the cracks and crevices of the tracks without worrying it would explode. Because that was another advantage- it could only combust once a detonator was set off. So there was little chance of a misfire.

She glanced at her watch after placing the last of the C4 on the train tracks- she had less than two minutes before the next train passed by. Gathering up her stuff, she hopped from safe spot to safe spot before finally reaching a location she deemed safe enough for her to act normally again.

After a good night's sleep, she awoke around 7 o'clock and retrieved her wireless detonator. Locking it, she placed it in her purse and got ready for the day. She'd ensured that the roof she'd be firing from was not only in view of the area of the track she'd laden with explosives, but lacked security cameras to catch her there. Yelena ate her breakfast quickly and got changed into jeans and a tee-shirt. Leaving the apartment, Yelena casually made her way into the building she had chosen.

At 7:40, she stood with her binoculars, watching for the train. It was supposed to pass by at 7:45, but who knew if it would be on time. As it turned out, she had to wait an extra three minutes before it could be detonated.

At 7:48, Yelena watched the train pass over her chosen location and she pushed the red button on her detonator. The C4 exploded in a huge cloud of flames, throwing the vehicle off the tracks and onto the ground. People screamed as the train crashed into the ground, breaking the stones and cracking the glass windows.

Yelena smiled to herself. She had done well. She had served her country.

As Tony sat at the table facing Natasha, he was frowning spectacularly. She, on the other hand, was the picture of calm. In between them was a chess board, and at the moment, Natasha was crushing her opponent.

Steve, Bruce, and Clint stood around the room sipping various beverages and snacking on pretzels as they watched the game in amusement.

"Checkmate."

"Shit."

"Sir," Jarvis interrupted, "Director Fury, of SHIELD, is requesting video link up."

"Put it on, J."

"Avengers," Fury nodded, "I'm afraid we need you to come in. No more than an hour ago at 7:48, a train was blown up in Chicago, and we have reason to suspect this was a terrorist ploy from someone outside the United States."


	4. Avengers, Assemble!

"Any indication as to who did this," Steve asked Fury over the SHIELD comm line as they boarded Stark's quinjet.

Fury replied with a sigh, "Not specifically, no. But we don't think this was any domestic force, at least not in origin."

"So what are we looking for, Director," Bruce asked him.

"Any suspicious activities or movement. Whoever did this knew how to avoid surveillance."

"That suggests high training," Barton muttered from where he sat in the cockpit.

"What did Barton say," Fury asked.

"He said that whoever did this must've had training," Steve clarified.

"Our thoughts exactly," the Director agreed, "Stark, Rogers, Banner, we want the three of you focusing on clean up and investigation through interviews. Barton, Romanoff, the two of you will do the active investigations based on any clues the other three find."

They all nodded as Steve voiced their agreement through the phone line. The flight took a few hours, and in that time the team was relatively quiet. Relatively, that is, because Stark took to rattling off his newest suit specs and most recent gadgets until Agent Romanoff threatened to punch him.

"Here we are," Clint told the others, setting the quinjet down at the airport runway. There was a section that Fury had secured for SHIELD vehicles, along with similar places in other major cities.

"Let's go," Steve gestured, "Tony, you and Thor fly on ahead and see what the wreckage looks like. The rest of us will catch up to you as soon as we can."

Tony and Thor agreed and took off.

Meanwhile, Yelena sat on her couch, sipping her iced latte she'd just gotten from Starbucks. She was watching the local news, smiling to herself as the reports about the carnage came in. First it had been ten dead, then twenty minutes later that number was bumped up to forty, and now almost three and a half hours later, the death toll was at 87. She'd done good work.

"But our newest reports indicate that the Avengers are here, ready to assist with damage control. We still have no indication as to who conducted this act of terrorism, but we will be sure to keep you updated as reports come in."

The Avengers? Yelena stopped and looked at the TV, intent on finding something that she didn't even realize she was looking for. But there it was. Just as she was about to relax, two men came flying- yes, flying- into the picture. One wore a suit of red and gold, the other was in mail and leather and held a large hammer.

Belova gritted her teeth. Of course the Avengers would have come to this city. No doubt they would be checking transport logs and arrivals. That meant she might be looked into. Yelena was sure she'd removed all explosives from the vicinity of her home, taking any excess she had back to Rivetter's, early this morning. She didn't have the detonator- that was with the other supplies.

Yelena Belova ran through in her head what could possibly lead them to suspect her, but she could come up with nothing. Satisfied that she was safe, Yelena decided taking a nap would be the most appropriate thing to do.

"Mr. Stark," a reporter called, making his way over to Tony, "Do you have a moment?"

"Fine, but make it quick," Tony nodded, taking his helmet off and looking into the camera.

"When did you find out about the terrorist attack," he asked the billionaire, genius, playboy, philanthropist.

"About an hour and a half ago. We came as soon as we heard the news."

"Who came with you today?"

"All of the Avengers. Me, Thor, Hawkeye, Black Widow, Captain America, and Dr. Banner."

"Do you have any idea who did this?"

"We can't disclose that information," Tony averted the question.

"Alright, well thank you for your time, Mr. Stark," the reporter nodded, before turning off the camera and thanking Tony more directly.

Stark nodded and put his helmet back on.

"Avengers," Fury called over the comm systems, "I'm sending in Coulson's team. They should be able to help with the investigation. This is top priority."

Steve nodded to himself. Coulson's team was good. They'd met last year, when it was finally revealed that Phil Coulson hadn't actually died during the invasion of New York. There had been some choice words for Fury then- but the Avengers had grown to like the little team that Phil had thrown together. There were the two main field agents, Melinda May and Grant Ward. Then, there were the two science geeks, Leo Fitz and Jemma Simmons. Finally, other than Coulson, there was the mysterious hacker-turned-agent, Skye.

"What's their ETA," Barton asked Fury.

"About another thirty minutes. They're coming in on the Bus."

Clint smirked. He loved that nickname for their giant airplane. It fit perfectly, for some reason. Clint and Natasha had been decent friends with Agent May for a long time, almost sense they joined SHIELD in the first place. They didn't know each other particularly well, or have much in common (that they knew of), but they got along. And in the world of spies and assassins, that was rare. Especially for special ops field agents like Natasha and Clint, and at one time, Melinda May. Agent Ward though, neither of the two Avengers SHIELD agents had met more than in passing.

From his specs, he was one of the best, just like May, Romanoff, and Barton. But he had trouble with people (not that the other three were particularly social). He was head strong, highly intelligent, and strong. A deadly combination, potentially. Fortunately, he was on their side.

Bruce, for his part, was glad to hear that Fitz-Simmons were coming. When he'd first met the upbeat, unbreakable duo, he'd been rather intimidated by their spunk. It had taken awhile to get used to, but now Bruce rather enjoyed their company. Simmons, a bio-chem specialist, and Fitz, and engineering specialist, were the two youngest graduates ever from the SHIELD Science Academy. They were brilliant. Simmons especially was a good friend of Dr. Banner. Fitz tended to get along more with Tony, the other engineer of the "family."

Skye, also, had quickly gotten along with Tony. She was a former "hacktivist," of course, and her sass quickly impressed the billionaire playboy. She had spunk, something severely lacking, Tony told everyone when they'd first met. But there was also something mysterious about her, something that no one could quite figure out, except they could tell that Coulson, at least, knew. And that of course meant that Tony Stark would have to figure it out. Somehow.


	5. Sabotage with a Purpose

Nonetheless, Yelena decided it'd be best if she got out of town. Visiting Rivetter's house, she retreated to the basement safehouse and decided to place a call in to the Red Room Headquarters.

"Computer, open a secure channel to Agent 616."

"Channel Open."

"Agent Belova," a voice came over the black screen used to conceal the identity of the other agent, "What is it?"

"I've completed my assignment, sir. What is my next task?"

"There is a high-class official working within OSCORP industries in New York. We need you to assassinate him as we believe he is selling secrets to STARK Industries. And we can't have that."

"Yes sir. And my contact?"

"Her name is Melissa O'Leary. She's a Red Room sympathizer who lives in Brooklyn. You'll have to talk to her to her to receive your accommodations. You may eliminate the target however you wish. His name is Robert Fullerton."

"Understood, sir."

Yelena Belova grabbed her suitcase and began packing her clothes when a bell rang in the house. Slipping a gun in her sweatshirt's pocket, Yelena turned the lights off in the saferoom and listened in to the upstairs.

"We need to search your house," came a muffled male voice, "We're Agents of SHIELD and you are under orders to step outside and allow us access."

"Of course, of course," Mr. Rivetter nodded, "I won't stop you."

Yelena sighed. She had to get out, now. Fortunately there was a tunnel from the safehouse to the outside, far away down the hill. Stuffing her back pack with military grade food packs, water bottles, several rounds of bullets, an extra pistol, and her top-secret documents, she set a virus to infect the systems of computers left in the house and silently slipped out down the tunnel. Even if they found the secret room, there would be no way for them to trace it back to the Red Room, nor recover any classified information.

But just as she set foot down in the tunnel, she climbed back up. Yelena decided to inflict some damage on the investigation, and maybe implicate Rivetter and throw them off her scent.

She grabbed bags and bags of C4, and lining them along the walls of the saferoom, she attached a mobile trigger which she carried with her. Once she was far enough down the tunnel, she would blast it.

After a good two minutes of walking, she detonated the explosives. A loud bang echoed through the tunnel, almost deafening her. With a smile, she continued along her route.

The tunnel was built over a period of nearly ten years during the cold war when the house was owned by a soviet operative. The Red Room had managed to keep it in their hands even after the KGB collapsed, allowing any operative use of it. It was nearly ten miles long, and led out of the city of Chicago. The wonderful thing, was that it connected with a similar tunnel that ran north of the border, into Milwaukee, Wisconsin. From there she could hike to the airport and catch a plane to New York.

There was no going back, either. She'd made sure that the entrance to the tunnel was collapsed in the blast, meaning she had to get out of the tunnels on her own, at the other end. She had little doubt it would take at least two days to reach her target location. And she hoped that there was enough oxygen in this tunnel to sustain her.

It was probably a pointless fear, but in actuality, she had minor claustrophobia, and a fear of suffocation. So this was not the most ideal place for her right now. But she was the Black Widow. She had a mission to complete, and damn it, she would complete it.

"We need to search your house," Agent Ward told a short, stocky man who had come to the door, "We're Agents of SHIELD and you are under orders to step outside and allow us access."

"Of course, of course," the man said, "I won't stop you!"

Ward, Romanoff, and Skye stepped into the house. It wasn't huge, but it was large. It smelled like fresh baked cookies, and indeed, they found some on the counter. A note was left beside them: "For you, my dear."

Natasha shrugged, "You check downstairs with Skye, I'll check upstairs."

Before anyone moved, however, the house exploded in flames. Natasha, Skye, and Grant were thrown backwards, and struggling up with (fortunately) mere scratches, they ran out of the house to escape the flames.

"What, the hell, was that," Skye asked between coughs as smoke filled their lungs.

Ward and Romanoff were up already, scouring the perimeter for Rivetter and any other terrorists. Or, presumed terrorists as he and whoever else was there hadn't been accused of anything.

Rivetter's corpse was found just outside the building. He must have gone to follow them in when a pole had speared him in the chest after it went flying from the blast. But there were no other bodies.

"Director, we need a full forensics team and investigations crew down here," Natasha called Fury on the radio.

"What for," the eye-patch asked her.

"That house the investigation led to? It just blew up," Natasha explained to him.

"Any survivors?"

"Negative."

"Alright, I'll order the teams over right away. For now, investigate the area. I'll send the others your way as well. Keep me apprised."

Natasha got off the radio and turned back to Ward and Skye, "Either of you injured?"

"Just minor lacerations," Grant Ward reported, "Nothing serious."

"Good. I want the two of you to remain here until either two things happen. One, the other Avengers arrive. Once that happens, Ward, I want you, May, and Barton to follow me and investigate the surrounding areas. Or, if the fire department gets here first, the two of you are to investigate the inside."

"Understood," they nodded.

Natasha walked down the hill at the back of the house. She noted that there was a relatively steep drop off at the bottom before it leveled out. She had an idea of what it could be, but she wouldn't be able to confirm it until they got a look at the inside. Of course, whoever had set off the bomb was probably hiding something, which meant most of it was likely destroyed. Sometimes her job was so frustrating, especially because her specialty was NOT investigation, it was espionage and infiltration.

She looked around at the area. There were no distinct foot prints to reveal a hasty retreat, no signs of technology. In fact there was nothing that pointed to any other person whatsoever.

All she knew was that there was something going on here that was bigger than some disgruntled citizens who wanted to stir things up. She hoped there was some explosives left, or maybe a piece of scrap metal with some insignia or identification codes. Something, something to lead them to a suspect or a criminal organization. Maybe it was the Ten Rings? Or perhaps HYDRA?


	6. Analytical Conclusions

"We came as soon as we heard," Tony told them, landing in front of the quinjet that the others were on, "What's the situation?"

Ward waited until everyone else was safely on the ground and standing around him to bring them up to speed.

"Romanoff, Skye, and I had just entered the building when an explosive went off inside. A piece of debris killed our suspect. Agent Romanoff has gone to survey the perimeter. She wants me and Agent Barton to join her. The rest of you are to look inside for clues as to what caused this, who caused this, and why."

They split up, Barton and Ward heading down the hill in the back yard. They were different, yet similar. Ward was young, maybe twenty-three, whereas Barton was in his upper thirties. But both had seen hard times as children, and were very headstrong.

Agents Coulson and May lead the investigation inside the house. Or, what was left of the house. It was only a few minutes before a full investigations team led by Maria Hill showed up.

"Hill," Natasha shouted, jogging over, "Can you send some of the team down here with shovels? I want to check something out."

"Sure."

Hill sent three men with shovels and pick axes down with Natasha where they met up with Ward and Clint at the bottom.

"Try digging here," Clint pointed to a point in the grass that seemed to have been somewhat disturbed, no doubt from the blast.

Ward began looking around the rest of the place while the two senior agents waited for something that only they were looking for.

A clang was heard as a shovel hit metal.

Natasha smirked at Clint, "I knew it."

He nodded and they too grabbed shovels and helped shovel away the dirt and rock surrounding the metal. Eventually they had exposed an entire side of… something.

"Hill, Coulson, get down here," Clint called over the radio frequency that SHIELD used for short-range communication.

"Really, Clint, there's no need to treat us like we're your superiors," Coulson said in his dry, sarcastic tone as he and Agent Hill came walking down the hill.

Clint smirked, "Sorry."

"So, what've you found," Maria asked them.

"See for yourself," Natasha gestured to the metal wall, "The top looks like it'll be a little buckled, probably from the explosion, but I'm surprised it's still intact."

"Tony," Coulson called over the radio, "We need you down here outside."

Tony flew down to them, "What's up?"

"Cut a four foot by two foot hole in there, please," Coulson pointed to the wall.

"No problem."

It took much longer than expected, nearly twenty minutes, but eventually Tony had cut the piece of metal from the wall and three workmen had carried it up to the quinjet to be transported away for analysis.

"Flashlights, anyone?"

"Fitz, get your DWARFs down here, on the double."

"Aye, sir!"

Within minutes, Agents Fitz and Simmons had joined the little posse down by the hole and he deployed the automated flying robots.

"I assume you want me to send 'em in there, sir?"

"No," Coulson rolled his eyes, "Send them to the sun."

"Right, sorry…"

The seven little robots deployed and went about investigating the chamber. They took several pictures using their night-vision cameras, but the images being relayed were mostly of ash and debris. There wasn't much to learn from there.

"Alright, all teams report back to the quinjet," Maria ordered, walking with the other agents up the hill, "It's time we got back to the Helicarrier and got this metal tested."

The flight back to the Helicarrier took about an hour, but once there things got sped up a bit. As they waited for the analysis to be finished on the metal sheet, the Avengers and SHIELD-616 hung around in the Rec Room. Steve, Bruce, Fitz, and Simmons played some pool, Clint and Tony played each other in air hockey, and Ward and Natasha played some chess. Agent May just grabbed a drink and she and Skye watched some TV as the others played around.

"Check mate."

Ward cursed under his breath, to which Natasha smirked a little.

"It's all in the angles," Fitz was explaining to Steve, "See, I knew I could make that shot based on the degrees of the angle as I shot the cue ball of this corner here, thus hitting this 2 ball and then the 6 ball there."

Steve nodded, thoroughly impressed with the young Fitz's pool playing abilities. But he supposed it was all just math, after all.

"That's cheating!"

"IS NOT!"

"Tony, I swear, I'm going to murder you in your sleep. One day you're going to wake up and there's going to be an arrow sticking out of your brain!"

"How would I wake up if there was an arrow stuck in my brain?"

Clint fumed and narrowed his eyes, and instantly Tony knew he was in trouble. Slowly he backed away from the air hockey table before turning and making a dash for the door. Clint sped after him, faster than anyone would have expected. Tony and Clint dashed down the corridors, almost knocking over several junior officers along the way.

"Well that escalated quickly," Skye commented when the room was silent after the boys ran outside.

"Tony better run fast," Natasha shrugged, "because I'm pretty sure Clint's going to carry through with his threat."

It wasn't until later that the Avengers and Co. saw Clint and Tony again. Fury had called them all to the briefing room after the analysis for the metal sheet was finished. Tony came in boasting a black eye and nursing an injured shoulder whereas Clint merely had a scratch on his cheek.

"What the HELL happened to you two," Fury demanded.

"Stark cheated."

"I did not."

"You so did."

"SHUT IT," Natasha ordered sternly, "Both of you."

Clint immediately shut his mouth and after a moment and a particularly dark and sinister stare from the Black Widow, Tony followed suit.

"Anyways," Fury continued, unperturbed, "the readings on the metal you brought back have finished up."

"It dates back to the Cold War, around 1964 to be exact," Hill continued, "and is made from a particular formula that we've encountered only once. The KGB. Specifically-"

"-the Red Room," Natasha finished her sentence ominously as she read the readings that were up on the screen, "That's Red Room make."

Fury nodded, "Our findings exactly."

"I thought SHIELD wiped out the Red Room," Natasha said angrily.

Fury wasn't fazed, "So did we. But evidently, we didn't."

"Damn it," Clint cursed under his breath.

"I warned SHIELD," Natasha hissed angrily, "Clint and I both. We both told SHIELD that you couldn't be rid of the Red Room that easily, but no one took us seriously."

"Yeah, well, you were right, and the Council was not."

"And now it's back," Clint pointed out, narrowing his eyes, "and we're going to have to bring it down again. This time, though, we get control over this mission. No Council interference."

"I can't promise you that," Fury objected, "Besides, we don't even have a target yet. Obviously someone is working here in the United States. That comes first before taking out the Red Room headquarters over in Russia.

"I can only think of one person who would be able to do damage like this and be able to go undetected," Natasha muttered, "A graduate of the Black Widow program."

"That's what we fear," Coulson nodded, "And we know how much damage one of you can do. We were fortunate in finding that you were the only active Widow."

"Not anymore."


	7. New York

Yelena emerged from the tunnel with a shove upwards on the wooden trap door. As she emerged it was in a dense forested area in a neighborhood outside Milwaukee, according to her phone's GPS. She had a several mile hike before arriving in Milwaukee itself, but she pulled up her boots and started on her way without complaint or grumble.

She had a job to do. She was the Black Widow after all. The Red Room was depending on her to knock off this target in OSCORP for them. They couldn't afford having Stark Industries gaining access to OSCORP secrets. That just wouldn't do.

Yelena Belova walked for several hours down sidewalks and towards the main city. Now that she was in the airport she decided to change into something more appropriate to her cover-story. She wore a stylish yet functional hat that covered her eyes. She had changed into a white and blue sun dress with white sandals and tied her blonde hair up in a bun under her hat. It was a pretty good look for her. But of course, that wasn't the point. The point was she was supposed to look the part of a businessman's wife on the way to visit a dear friend, Melissa O'Leary.

"One ticket to La Guardia please," she said in her best American accent.

"Sure thing. You're lucky, we've got one last seat on the next flight available but it's first class, so it's kind of expensive. You still want it," said the man behind the counter.

Yelena nodded, "Please."

"Alright, here you are. Flight A-22. Gate C," he handed her a ticket.

She nodded and made her way to the gate. On the way she picked up some food. She went to a place called "Auntie Anne's" where they sold deliciously fried pretzels. Yelena had never tried those. They were very good, she decided, and she bought a second one.

Yelena yawned as she sat down in one of the seats in Gate C as she waited for her plane flight. She didn't have too long to wait, maybe an hour or so.

It was late at night. Natasha had spent the majority of the day explaining to the others the fact that she wasn't the only Black Widow. She had avoided as much as she could that would reveal things about her past, instead focusing on what she knew regarding potential other members of the program.

Clint had been by her side the entire time, silently there to comfort her as she delved into her dark past. Now, as they sat in the Recreation Room watching a playoff hockey game, everyone was silent. Coulson's team could tell that something was wrong and the Avengers were able to pinpoint it to the two assassin-spies.

Coulson's team, nicknamed SHIELD-616 after their aircraft, was called away around 11 pm for an important assignment, leaving Tony, Bruce, Steve, Clint, and Natasha alone as they turned off the game. Tony, not one for caution, broke the silence.

"So, what do they do to you in the Widow program?"

Natasha and Clint instantly stiffened. Natasha, as usual, was able to hide her discomfort behind a straight exterior. But Clint, the open book to those who knew him, was less than successful.

"Is it really that bad," Bruce murmured concernedly.

Clint shot him an angry look. Of course it was "that bad".

"Sorry," Bruce mumbled.

"It was pretty bad," Natasha admitted, "What they put the girls through in that program is so intense, most don't come out of it alive. In their eyes, if you can't make it, you aren't worth keeping around."

"That's harsh," Steve muttered.

"What time should we head back tomorrow," Tony broached the subject, "It's not like we can do much while we're here."

"SHIELD will alert us whenever they know anything," Steve reminded the hesitant Clint and Natasha.

"This is true," Bruce nodded.

"So, tomorrow morning?"

"Sure," Clint agreed.

Natasha looked hesitant still, but reluctantly nodded her consent, "Tomorrow morning."

"We better get some rest then," Steve commented.

They glanced at the clock- it was nearly 1 in the morning. The Avengers decided to call it a night.

When they reached New York the next day, it was roughly noon.

Yelena disembarked from the plane around noon the next day. Noticing another Auntie Anne's she grabbed some more pretzel sticks and ate them as she walked out into the city. She gaped at how large to city was.

Catching a taxi was easy and she gave the address of Melissa O'Leary to the cab driver. As they drove away she noted that the cab behind them had flashing lights inside and someone was very happy. Then when there was a red light the passenger pulled over and she heard something about "Cash Cab." Whatever that was. She didn't particularly care.

America had so many weird customs. She saw someone wearing a hat with an umbrella on top of it. Like, who does that? No one in Russia would dare be seen with that on, Yelena was sure.

As they drove into Brooklyn, the traffic grew less, though it was still pretty bad. Finally when Yelena reached her destination, she clambered out excitedly, happy to get out of the cramped, smoke-smelling taxi. She handed over some counterfeit cash to the driver and sped up into the building where her contact lived. Melissa O'Leary.

The only reason this particular person was a Red Room contact was because she hated SHIELD. She'd been married to a SHIELD agent previously, and had grown to hate the organization's secrecy and the fact that they got her husband killed, at least in her eyes. She also saw them responsible for the New York Invasion by that alien Loki, an event which got her only son killed when he was a New York policeman. So, he'd died in the line of duty. Well, to her, the job description didn't cover alien invasions. Melissa was pretty sure that went above and beyond the call of duty. Not that her input meant much.

So she'd turned to the Red Room. Her family had lived in communist Russia for some period of time and unlike most, had only benefitted. They had started out exceedingly rich, and profited from the Troika leaders. Corruption was high. She was predisposed, therefore, to like the Red Room.

Ring

The doorbell rang with a loud buzz, and footsteps inside heralded Melissa O'Leary's presence. When the door opened a tall, dark haired woman was standing inside, looking confused.

"May I help you?"

"Yes. I am Irina Galinova. I believe that my presence here is expected."

"OH-oh yes, come in!"


	8. Femme Fatale

Yelena's first task was to meet with her target, Robert Fullerton. She spent a few days tracking his whereabouts and learned he enjoyed spending an hour at the local bar every night before heading home. That was her best chance.

So tonight she was dressed to play the part. Her dress was short, just enough covering to leave the boys wanting more. Her makeup accentuated her lips and eyes, and made her altogether "desirable". She was prepared.

She arrived at the Lion's Head Pub and spotted her target. She smiled at him and played the part of a shy, but sweet, young lady just looking for a drink. And as she cast her hook, the bait was taken.

"Mind if I buy you a drink," Fullerton asked her, sauntering up and placing a hand next to hers on the counter.

"Not at all, good sir," she smiled.

"The name's Robert, Rob Fullerton."

"Irina. Irina Galinova."

"You from Russia or something?"

"Something like that."

"Impressive," Fullerton commented, "Must be cold up there."

"You can't imagine," Yelena gave a little laugh as she sipped her drink.

"Here, want to chat a bit," Robert gestured to a nearby table.

She nodded with a smile and followed Robert Fullerton to the table. He pulled out her seat for her and pushed her in before taking his own seat. Internally, Yelena rolled her eyes.

"So, what's a Russian woman such as yourself, a beautiful one might I add, doing in New York City?"

"I'm here on business," Yelena lied casually, "I work for a newspaper company that is interested in the big tech companies here like Stark Industries and OSCORP. They wanted a few stories, if I could get some."

"Ah, so you're a reporter?"

"Not quite. I don't write the stories, I merely scout out the area for potential stories."

"That's an interesting job," Robert commented, "You know, I happen to work for OSCORP. If you wanted to come back to my apartment, I could tell you all about it."

Yelena blushed, "Mr. Fullerton… are you sure?"

"Yes. Believe me, it'd be FINE."

"Very well," Yelena nodded casually. Good. Things were moving faster than she'd anticipated.

"Shall we?"

"We shall."

When they arrived at his apartment, they sat down on the sofa with a couple of drinks. Fullerton left the bottle on the kitchen's island and came to join Yelena.

"So, Irina," he began, "What kind of things would you like to know?"

"More about you," she smiled sheepishly.

Fullerton grinned wolfishly.

"Well," he licked his lips subconsciously, "I'm a man of… many talents." He took a drink of his wine.

"What do you mean by that?"

"I work for OSCORP, but I help out Stark Industries. But shhh, this has to be kept quiet, okay? Or I could lose my job!"

"Of course, Robert. May I call you Robert," Yelena asked him, leaning towards him closely.

"Uh-um-uh yeah of course," he said, distracted by her remarkable cleavage.

"You, Robert, are a remarkable man," she whispered huskily, "It's a pity I'm an unremarkable woman."

She pulled back, "More wine?"

"What? Oh, um, sure. Yeah thanks," he handed her his glass. He wiped the sweat off his face as she went over to refill their glasses.

Yelena rolled her eyes as she stood behind the counter. Drawing a phial of sleeping-drugs out of her boot, she quietly poured it into Fullerton's glass of red wine. She shook it up slightly to dissolve the mixture. Walking over seductively, she sat right next to him on the couch and handed him his drink. She noted he'd undone his tie and his pants were on loosely. She wanted to gag. She hated this sort of seductive work, but she did it anyways as it was her job. Some men, though, really.

"Thanks," Robert Fullerton grinned, taking his glass and drinking it all the way through in one drink. Then, he reached in to kiss her, grabbing her neck lightly on the side.

She didn't resist. Yelena leaned into the kiss, putting her own glass down on the coffee table and was soon on top of him. As they made out passionately, and Yelena noted that the sleeping drug was beginning to take effect, she reached down into her boot and as she was still on top of him, stabbed him in the throat.

She sliced into his jugular, and blood began pouring out as he choked on his own blood. He stared at her in horror, as he realized what she'd done.

"For the glory of the Red Room."

"They found THIS on the body of Robert Fullerton," Tony explained to Fury, Maria, and the Avengers, some sitting in Avengers Tower, the other two Shield Agents in via video feed.

Tony showed the head of a man, his jugular vein sliced clean in half. On his forehead was a burned image of a double R. RR. Read Room. Anyone could see that.

"The Black Widow strikes again, but this time, she slipped up," Fury nodded, pulling up video feed from a street corner, "We know where she is staying. She gave her address to Fullerton when they first met, evidently, and he must have discreetly written it down on this napkin," Fury held up the paper in question.

"What are we doing standing around here then," Steve asked curiously.

Fury held up his hand, "I have agents closing in on the high-rise. You will move in on her position-"

"-Sir, the agents are in position," Maria interrupted.

"Good. Then, get ready and leave to these coordinates."

"Understood, Director," Clint nodded.

Natasha leapt up and ran out the door to put her suit on and check her weapons twice. She would be ready. Her old life had walked in on her again, but she was ready to shut the door back closed. She had no interest in reopening old wounds and the longer that this Widow was around, the longer she was a threat.

But then a thought struck Natasha. Why didn't this other Widow deserve a second chance like she herself had received? Why did Natasha feel it right to condemn her, a woman who had most likely been brain washed into serving the Red Room. Someone who could learn what was right and wrong again?

But she was a threat. And eliminating threats was what she and Clint were trained to do. But Clint hadn't eliminated her. This was all so confusing, Natasha didn't know what to think. Did she rely on her instinct and try to capture this woman alive, or did she do as ordered and take her out?


	9. Captured

Natasha reached for her ICER rounds and attached them to her bracelet. She would do what she had to do, including kill this other Black Widow, but if she had the opportunity, she'd put her down tentatively.

"Avengers report to the Hangar Bay."

Clint ran into Natasha in the hallway. He noticed the ICER rounds and smirked. He'd had a feeling she would lean that direction. With a smile he loaded his gun obviously and she noted he had ICER rounds as well.

"Shall we," he said, opening the door for her into the Hangar Bay.

"We shall."

Natasha and Clint made their way into the quinjet, followed by the rest of the Avengers. Clint took up his position as pilot and Bruce took his turn at Co-pilot.

"So whats the play when we get there," Bruce asked them.

"Steve, you go up the fire-escape. Bruce, stay down on the street. Clint and I will follow after Steve I suppose. Tony, you fly right up there and see if you can deal with her."

"What kind of result we looking for," Tony asked them.

"Knock out, kill if necessary. But try to take her alive," Clint said quickly with a nod at Natasha.

"We want her alive?"

"Aye," Nat confirmed, "I want her alive."

"Why's that," Steve asked in confusion.

"A long time ago, Clint made a different call and saved my life. Her life has been one of brainwashing and force, I want to see if I can't change that now."

"Honorable," Bruce agreed, "But will it work?"

"One can only try," Steve pointed out.

Yelena knew something was wrong. Everything was too quiet. She grabbed a few pieces of equipment and used the fire escape to clamber to the top of her building. Remaining silent, she tiptoed around the top until she came upon a squadron of SHIELD agents. She should've known.

Putting on a silencer, she shot two in the head before the others could pinpoint where she was. She managed to take down three more before a fourth got her in the hand. Shaking off the pain, she put down the last two.

Yelena ripped a piece of her pants and wrapped her hand tightly to stop the bleeding. At least it hadn't hit any major veins. She could deal with it.

Suddenly, however, she found herself face to face with Iron Man.

"Put the gun down, Ms. Galinova."

She slowly lowered her gun before whipping out an overloader that stuck to Tony's suit. It did as it was designed and overloaded Tony Stark's systems, trapping him in his suit and disabling him.

Suddenly behind her there was a crash as three more people came scrambling up the Fire Escape and up onto the building. Yelena threw a stun grenade that caught Steve in the face, slowing him down. His super-serum prevented the stunning agent from knocking him out completely.

"Put down the gun, Irina," came a man's voice, "We don't want to hurt you. We can HELP you."

"Help me? The man who corrupted the former Black Widow, and the traitorous bitch herself? Why would I want help from my predecessor, who betrayed our country and our people!"

"The Red Room is betraying the Russian people, Irina."

"Stop calling me that. That isn't even my name."

Suddenly, Steve let a bullet go. Yelena dodged, but it struck her in the arm and she dropped her gun. Seizing the opportunity, Clint and Natasha both let fly ICER rounds, striking her in the chest and putting her out. Yelena sunk to the ground, unconscious. Clint and Natasha rushed forward, Clint slapping on handcuffs and Natasha disarming her further.

"Romanoff to Director Fury."

"Go ahead."

"We have the Widow in custody."

"Bring her aboard."

"Aye sir."

"I demand you let me go!"

Natasha, Fury, Maria, and Clint stood before Yelena's cell, watching the woman pace back and forth in the room.

"Listen, what should we call you," Natasha asked, "Listen to us."

"Yelena. I am Yelena Belova, Black Widow."

"Listen, Belova, you've been brainwashed by the Red Room. Nothing is what you think it is."

"Bitch. Traitor," Yelena screamed at her.

"Natasha," Fury warned, "Listen, Agent Belova, you're here, alive, at the request of these two agents here. If I had it my way, you'd be dead by now. But they seem to think they can do something with you."

"Kill me, then."

"I wish I could, but you see, then I'd have to answer to these two top agents and frankly, I don't want to have to do that."

Yelena sneered and turned her back on the four SHIELD agents.

An hour later found the Avengers sitting together in the Helicarrier special Recreation Room, watching the World Cup soccer match. When it was over, they turned the TV onto the news as background noise and talked for a while.

"So, you think you can turn her," Tony asked Natasha."

"I'm hoping," Nat nodded, "I'm not sure."

"If anyone can, it's you," Bruce assured her.

"Thanks," she smiled, "but we'll just have to see."

"What's your plan?"

"I'm going to try activating her latent memories tomorrow, see what I can't conjure up. Clint," Natasha motioned, "you're going to have to help me a lot because she doesn't seem to like me very much."

Clint dead panned, "I wonder why?"

"Who knows."

"Fury's gonna want results soon," Bruce pointed out.

"We'll just have to get him some," Clint argued.

"Point taken."

"If she does come 'round, what do you hope to do with her," Steve asked.

Natasha mulled it over, "Maybe she'll work for SHIELD. Maybe she'll get to lead a normal life. Who knows. All I know is she deserves the same second chance that I got those years ago when Clint found me.

"Agreed."


	10. Revelations

Late that night, Natasha and Clint went to see Yelena again. 

“Yelena.”

“Romanoff.”

“Are you comfortable, as you can be at least,” Clint asked.

“Like you care.”

“Yelena, give me a chance to prove to you that you’re being controlled,” Natasha pleaded.

This peaked Yelena’s curiosity. She would humor this other Black Widow.

“And how do you propose you do that,” Yelena pointed out.

“Do you remember when you were a child?”

“Da. I do.”

“Let me guess. You were a ballerina, and the only possession you retain is a photograph of a dance recital. Your parents, they died in a car accident when you were little and you were sent to live with an aunt and an uncle,” Natasha began.

Yelena looked stunned. How could Natasha Romanoff possibly know these things? They weren’t written down anywhere, even in her file at the Red Room.

“Continue.”

“You didn’t like this aunt or uncle so you ran away, and found by the Red Room, pledged yourself to them around age ten.”

“How do you know these things…?”

“Because,” Natasha sighed, “They are my memories to. Or were.”

“How..?”

“The Red Room takes children from their parents when they are young and do a memory reconstruction on their operatives. Fortunately, we can do a memory restoration with our machines if you are up to it, Agent Belova.”

“Da, da! If there is any possibility that I have been deceived,” Yelena snarled, pacing back and forth in her cell angrily, “But wait. How do I know you are not deceiving me? Nyet. I must think these things over.”

“Agreed,” Clint nodded, “Come on, Nat.”

Natasha sighed and nodded, “I’ll see that you get a good meal tonight, Yelena.”

Yelena merely stared at her. Why was this traitor being so kind to her? Yelena had done nothing but scorn her and insult her. Even this man, this Clint Barton, was being kind to her. 

Were things not as they seemed? Was there more going on inside her head than simply orders? Had she been deceived by her mother organization? If so, what was she supposed to do? She knew one thing.

If the Red Room had indeed taken advantage of her as a child and used her, she would put an end to the Red Room. She would see them destroyed. They would die painful deaths at her hands. 

But what about Bucky? What about her Winter Soldier? They were just friends, of course, but she loved Bucky like a brother. They had been through so much together, so many missions and training sessions. 

In anger she picked up the tin cup she’d been given and, finishing off the water, threw it at the glass. She screamed in pure frustration and fury, trying to figure out what was going on. 

Romanoff knew too much for Yelena not to believe her. There was just too much that she knew! They were things that even the Red Room hadn’t recorded anywhere. Unless Romanoff was a telepath, which Yelena was pretty sure she wasn’t, the only way she could have gotten that information was if it indeed had been implanted in her as well. 

But she knew the Red Room. She trusted the Red Room. But then again, was she programmed that way? Was she trained and coded to trust the Red Room with her life? It was rather odd after all the things that the Red Room had put her through. Abuse, cold-hearted missions, abductions, assassinations. How could she feel love from an organization rooted in hatred?

“Do you think she’ll come around,” Tony asked them as they walked by the Recreation Room. 

They turned in surprise, “What are you doing up?”

“Couldn’t sleep.”

“Evidently,” Natasha snorted, “And I’m not sure. Clint?”

“I have faith in you,” Clint told Natasha, “If anyone can make her see the truth, it’s you.”

“I hope so. She doesn’t deserve this.”

“What’d you say to her,” Tony asked.

Natasha shifted, “Just revealed some things from her past that we shared in common. Jolted her awake.”

“I’m guessing that’s all you’ll say on the subject,” Tony poked.

“Yep. Goodnight Tony,” Natasha said, walking away. 

Clint grinned, and bid him goodnight as well before walking towards his own quarters, following Natasha. Clint loved Natasha, and she loved him, but they had jobs which didn’t allow for personal relationships, especially not with each other. So it remained strictly private, their feelings for one another. 

Natasha’s sleep was restless. She had nightmares like she hadn’t had in years. The name Natalia Romanova ran through her dreams, accompanied by screams and cries. The sound of guns and dying children as those of her companions who couldn’t keep up with her were extinguished. The torture training so they would hold up under pressure if caught. The injections, so painful and unforgiving. The man with the metal arm, teaching her how to fight and how to win.

It was terrible.

Clint, on the other hand, slept like a baby. When morning dawned he got up, brushed his teeth, got dressed, and went down for breakfast at the mess hall. He ran into Steve there.

“Morning, Steve!”

“Good morning Clint, how’d you sleep?”

“Great! You?”

“Sound enough,” Steve replied, eating his bacon and eggs.

“I’ll be right back.”

Clint went over get his own morning meal and snuck an extra two pieces of bacon under his arm. He was pretty sure that one of the agents, Bobbi Morse of all people (his ex-girlfriend), had noticed. He gave her a pleading look and she giggled but shook her hand in dismissal. He thanked her silently and scooted past the lines into the crowd towards Steve’s table.

“Who was that you were talking to,” Steve asked.

“That’s Agent Bobbi Morse, also known as the Mockingbird. She’s a top agent like me and Natasha.”

“Who’s she sitting with?”

Clint turned around to see.

“Ah! Agent Sharon Carter,” Clint told him, “She’s a level seven agent. Up and coming, got a good all-around talent for our line of work. I have little doubt she’ll make it to at least level eight soon enough.”

“Learning all these Agents names most take a lot,” Steve complimented him.

Clint shrugged, “I only know those two cause I’ve run the occasional mission with ‘em.”

“Ah, here comes Natasha!”


	11. Procedures

"Good morning, you two," she said, not very brightly. Not that it was much of a surprise.

"Plan for today," Steve asked Nat.

"Not much of one," she shrugged, "Keep trying to gain Yelena's trust, perform the procedure if she lets us."

"She will, I have faith in you," Clint smiled at her, "Nothing can withstand you for long."

"What's that supposed to mean," she looked at him mischievously.

"Oh, um, nothing…."

"That's what I thought."

Yelena was sitting in her "bed", thinking. Her curiosity was getting the better of her. She had to know. Had she been lied to all these years? If yes, beware, Red Room. She would come at them with a vengeance. If not, then no harm no foul. She'd just find a way out of this SHIELD prison.

She reflected on what she remembered from growing up. When she really thought about it, there was a strange gap between ages seven and ten. She remembered being six, being five, but not seven eight or nine. There were latent feelings, feelings of suffering and challenge, but she'd never stopped to think about why this was. Until now.

The more she thought about it, the more Yelena was becoming convinced that Natasha was speaking truly. That thought half disgusted her, half relived her. She wasn't really a bad person, she was just trained not to have emotions. However, times like these in custody she had time to sort through those latent feelings. This wasn't to say she felt bad for killing those people she'd been ordered to kill. Certainly not. But she began to question her motivations.

"Yelena," Natasha said, walking into the brig.

"Natasha."

"How are you feeling this morning," she asked her.

Yelena stood, "Ready to undergo this procedure."

"Good. Good, I'll have you transferred to sick bay. I wanted to show you these first," Natasha told her, holding out two X-rays. "One of these was my brain patterns before the procedure, years ago. The other is yours right now."

They were almost identical.

"I am ready, Black Widow."

"Follow me, Black Widow."

Two security guards behind her and Natasha in front, Yelena was marched to the infirmary. She had no intention of escaping, not yet at least. Maybe if they were lying to her and this didn't change anything, she'd make a break for it. Grab some knives from the sickbay and cut her way out, that sort of thing.

She was laid down on a table and a machine was placed over her head. Yelena was put to sleep with anesthesia. Natasha, Clint, and Fury stood outside the sickbay room, watching the procedure.

When it was done, and Yelena woke up, she screamed. Then, she was silent. Her eyes darted back and forth, taking in her surroundings. The Red Room. They'd used her. They'd abused her. They'd taken her identity and messed with it.

"Show me to your leader," Yelena demanded of the closest doctor.

She nodded, scared to death of the look on Yelena Belova's face.

Fury, Natasha, and Clint marched into the sickbay and found Yelena fuming, standing in a corner, staring at the wall.

"I want them dead. I will do whatever it takes to see them dead."

"Who?"

"The Red Room. They will die."

Fury smirked, "I'm glad to hear it. Welcome to the Avengers, temporarily, Agent Belova. Are you ready to tear the Red Room down?"

"I am."


	12. Nightmares

**Summary for the Chapter:**

> "Milk it for all it's worth.  
> Make sure you get there first.  
> The apple of your eye.  
> The rotten core inside.  
> We are all prisoners.  
> Things couldn't get much worse.  
> I've had it up to here, you know your end is near."
> 
> \- Had Enough, Breaking Benjamin

“The Red Room base of operations is here,” Yelena pointed to an area in Russia near Moscow.

“What kind of security,” Captain America asked the Little Spider.

“All kinds,” she revealed, “all the top measures in the world.”

“That’s great,” Tony muttered.

“Well it should be no problem,” Yelena smirked, “After all, two of you have taken down the Red Room before.”

Clint and Natasha stirred, Clint sighing to himself quietly. They thought they’d taken it down. Well, the council had. Clint and Natasha had both been certain there was more. It was like HYDRA, you can never completely uproot it.

“Send the Hulk in, mix some things up, set off a few alarms and sneak inside,” Tony proposed.

“That actually just might work,” Natasha snorted in surprise.

“The Hulk can handle whatever gets thrown at him,” Steve agreed.

Yelena looked wary but agreed, “Da perhaps that would work. It is imminent that we act quickly before they realize I have been captured!”

“You head out tonight,” Fury said, walking in to the conference room.

It was several hours later that they piled into the quinjet. On the way, Yelena slept. That’s when the nightmares began.

“Mama, mama!”

“Yes, Lena?”

“Mama, I drew you a picture!”

“Oh, it’s beautiful, Yelena. Let me put it on the door.”

Yelena’s mother hung the crudely drawn image of Yelena with her parents on the door with a magnet. Yelena tottered around on her little legs as the six year old wandered around her small house. Yelena’s father sat in living room reading the Russian newspaper. Everything was peaceful.

Then there came the knock at the door.

“I’ve got it, hun.”

Yelena’s mother dropped what she was doing in the kitchen and went to the door. When she opened it, a shot rang out and she fell to the floor, dead, murdered by a man dressed in black.

As soon as the shot rang out, Yelena’s father leapt up from his seat and pushed little Yelena into a closet. She started crying but her father told her strongly to remain silent.

“I love you, my little цветок (flower).”

He kissed her on the forehead before shutting the closet door and shouting at a man who was coming down the hallway. 

“Where is she?!”

“Who?”

“The girl. Yelena Belova?”

“I don’t know who you’re talking about.”

“ублюдок (bastard).”

A slap was heard as Yelena’s father was hit across the face with a gun.

“I won’t ask you again,” the man said, “Where is the girl?”

“Go to hell.”

A second shot was heard as Yelena’s father was shot in the head. Men began scouring the house for the young Belova girl. 

They’d come because she was something special. Her intelligence was off the charts compared to the other girls they’d surveyed. She had strong legs and bones. Her DNA was pure. She was special. They’d asked the Belovas to hand her over and when they’d gotten a no, they took matters in to their own hands. 

“Come out, little girl.”

Yelena cowered into the back of the closet, stifling a cry for help. She didn’t understand what was going on but she was scared, she was terrified. Where were mama and papa? Why was she told to stay in here? Who were these strange men outside?

Suddenly the closet door was swung open and a gun was thrust in her face.

“There you are, Little Spider.”

Yelena woke with a start, no one but Natasha and Clint noticing her labored breathing and sweaty face. Natasha met her eyes and nodded slightly. She knew. She understood.


End file.
